0001124610-18-000021 8-K 1 20180719 5.07 20180724 20180724 VMWARE, INC. 0001124610 7372 943292913 DE 0202 8-K 34 001-33622 18966896 3401 HILLVIEW AVENUE PALO ALTO CA 94304 (650) 427-5000 3401 HILLVIEW AVENUE PALO ALTO CA 94304 VMWARE INC 20000923 8-K 1 a8-k07x24x18.htm 8-K ANNUAL MEETING 07-24-18 Document -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): July 19, 2018 VMWARE, INC. (Exact name of registrant as specified in its charter) Delaware 001-33622 94-3292913 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification Number) 3401 Hillview Avenue, Palo Alto, CA 94304 (Address of Principal Executive Offices) (Zip code) Registrant’s telephone number, including area code: (650) 427-5000 N/A (Former Name or Former Address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Item 5.07 Submission of Matters to a Vote of Security Holders. VMware held its Annual Meeting of Stockholders on July 19, 2018 (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company (1) elected the three Class II, Group I director nominees to each serve a three-year term expiring at the 2021 Annual Meeting of Stockholders; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (3) ratified the selection by the Audit Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP to serve as the Company’s independent auditors for the fiscal year ending February 1, 2019. The results of the voting for each of the above proposals is as follows: 1. Election of Class II, Group I directors: Class For Against Abstain Broker Non-Votes Class II, Group I: Michael Brown Class B 3,000,000,000 0 0 0 Karen Dykstra Class B 3,000,000,000 0 0 0 Patrick Gelsinger Class B 3,000,000,000 0 0 0 2. Non-binding advisory vote on the compensation of the Company’s named executive officers: Class For Against Abstain Broker Non-Votes Class A 66,303,277 7,251,907 111,489 15,728,856 Class B 3,000,000,000 0 0 0 3. Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending February 1, 2019: Class For Against Abstain Broker Non-Votes Class A 88,317,460 1,006,682 71,387 0 Class B 3,000,000,000 0 0 0 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: July 24, 2018 VMware, Inc. By: /s/ Craig Norris Craig Norris Vice President, Deputy General Counsel and Assistant Secretary